Item 4.01   Changes in Registrant's Certifying Accountant.
(a)Dismissal of Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors of Red Robin Gourmet Burgers, Inc.
(the "Company") conducted a competitive process to determine the Company's
independent registered public accounting firm for the fiscal year ending
December 26, 2021. Multiple firms were invited to participate in this process
including KPMG LLP ("KPMG") which has served as the Company's independent
registered public accounting firm since 2015.
As a result of this process, following the review and evaluation of the
proposals from the participating firms, on March 4, 2021, the Audit Committee
engaged Deloitte & Touche LLP ("Deloitte") as the Company's independent
registered public accounting firm for the fiscal year ending December 26, 2021,
subject to completion of Deloitte's standard client acceptance procedures and
execution of an engagement letter. On the same date, the Audit Committee
dismissed KPMG as the Company's independent registered accounting firm.
KPMG's audit reports on the Company's consolidated financial statements as of
and for the two most recent fiscal years ended December 27, 2020 and December
29, 2019 did not contain any adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles, except as follows:
KPMG's report on the Company's consolidated financial statements as of and for
the fiscal years ended December 27, 2020 and December 29, 2019, contained a
separate paragraph stating that "As discussed in Note 11 to the consolidated
financial statements, the Company has changed its method for accounting for
leases as of December 31, 2018 due to the adoption of Accounting Standards
Update No. 2016-02, Leases."
KPMG's audit reports on the effectiveness of internal control over financial
reporting as of December 27, 2020 and December 29, 2019 did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 27, 2020 and December 29, 2019, and in
the subsequent interim period through March 4, 2021: (i) there were no
disagreements with KPMG (within the meaning of Item 304(a)(1)(iv) of Regulation
S-K ("Regulation S-K") of the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC")) on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure that
if not resolved to KPMG's satisfaction, would have caused KPMG to make reference
thereto in its reports; and (ii) there were no reportable events (as defined by
Item 304(a)(1)(v) of Regulation S-K).
The Company provided KPMG with a copy of the foregoing disclosures and requested
that KPMG furnish the Company with a letter addressed to the SEC stating whether
it agrees with such disclosures. A copy of KPMG's letter dated March 9, 2021 is
filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b)Engagement of New Independent Registered Public Accounting Firm
As set forth above, on March 4, 2021, concurrent with the dismissal of KPMG as
the Company's independent registered public accounting firm, the Audit Committee
engaged Deloitte as Company's new independent registered public accounting firm
for the fiscal year ending December 26, 2021 and signed an engagement letter
with Deloitte on March 8, 2021.
During the Company's two most recent fiscal years ended December 27, 2020 and
December 29, 2019, and during the subsequent interim period preceding Deloitte's
engagement, neither the Company, nor anyone on its behalf, has consulted
Deloitte with respect to: (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Company that Deloitte concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or financial
reporting issue or (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
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Item 9.01  Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed with this report.
    Exhibit No.                                      Description
       16.1           Letter of KPMG LLP to the Securities and Exchange Commission, dated March
                    9, 2021, regarding statements included in this Current Report on Form 8-K.
        104         Cover Page Interactive Data File (embedded within the Inline XBRL document)




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